On Feb. 15, the Federal Trade Commission announced revised thresholds for
pre-merger filings under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (HSR Act). These thresholds determine whether companies are
required to notify federal antitrust authorities about a transaction.
The new thresholds — which are expected to be published in the Federal Register the week of Feb. 18, 2019, to take effect 30 days
after their publication — are as follows:
- The “size of transaction” test has increased to $90 million. Therefore,
to qualify as a potentially reportable transaction under the HSR Act, a
buyer must, as a result of the transaction, hold voting securities or
assets valued in excess of $90 million.
- The “size of person” tests have increased to $18 million and $180
million, respectively. Unless the acquired or acquiring person has annual
net sales or total assets of at least $18 million, and the other person has
annual net sales or total assets of $180 million, the transaction often
will not be reportable.
- Transactions in excess of $359.9 million are now reportable even if the
“size of person” test is not met.
HSR Act filing fees remain unchanged, but the thresholds used to calculate
the fees have increased as follows:
- An acquisition with a value of $90 million, up to $180 million, requires
a filing fee of $45,000.
- An acquisition with a value of $180 million, up to $899.8 million,
requires a filing fee of $125,000.
- An acquisition with a value of $899.8 million or more requires a filing
fee of $280,000.
Additionally, on Feb. 14, 2019, the FTC announced an increase in the
maximum civil penalty amount for violations of the HSR Act from $41,484 to
$42,530 per day.
Antitrust & Trade Regulation Department has substantial experience in mergers and acquisitions, and its lawyers can
assist you in determining how these new rules will affect the reportability
of any potential transaction under the HSR Act.